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Twin Disc Inc. – ‘8-K’ for 11/10/22

On:  Thursday, 11/10/22, at 8:30am ET   ·   For:  11/10/22   ·   Accession #:  1437749-22-26732   ·   File #:  1-07635

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/10/22  Twin Disc Inc.                    8-K:7,9    11/10/22   12:3.3M                                   RDG Filings/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     28K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     20K 
 7: R1          Document And Entity Information                     HTML     46K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- twin20221108_8k_htm                 XML     13K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- twin-20221110_def                XML     37K 
 5: EX-101.LAB  XBRL Labels -- twin-20221110_lab                     XML     48K 
 6: EX-101.PRE  XBRL Presentations -- twin-20221110_pre              XML     36K 
 3: EX-101.SCH  XBRL Schema -- twin-20221110                         XSD     14K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    19K 
12: ZIP         XBRL Zipped Folder -- 0001437749-22-026732-xbrl      Zip     15K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C: 
 i false  i 0000100378 0000100378 2022-11-10 2022-11-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM  i 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
 
Date of Report (Date of Earliest Event Reported)  i November 10, 2022
 
 
 i TWIN DISC, INCORPORATED
 
(Exact name of registrant as specified in its charter)
 
 
 i Wisconsin
 i 39-0667110
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
 i 1328 Racine Street          i Racine,  i Wisconsin  i 53403
 
(Address of principal executive offices)
 
Registrant's telephone number, including area code:         ( i 262) i 638-4000
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 i 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 i 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 i 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 i 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 i Common Stock (No Par Value)
 i TWIN
The  i NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  i 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 7.01
Regulation FD Disclosure
 
The executive officers of Twin Disc intend to present materials at meetings with investors and analysts and at investor conferences on or after November 10, 2022. A copy of the presentation materials to be used at those meetings and from time to time thereafter is filed as Exhibit 99.1 hereto. The presentation materials will also be posted on the Company’s website, www.twindisc.com The Company does not intend to file any update of these presentation materials. The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials.
 
The information included in the presentation includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.
 
The information in this Form 8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. These risks are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022.
 
 

 
Item 9.01
Financial Statements and Exhibits.
 
(d)         Exhibits.

 
EXHIBIT NUMBER   DESCRIPTION
     
99.1
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

 
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Twin Disc, Incorporated
   
 
 
 
Vice President-Finance, Chief Financial
Officer, Treasurer & Secretary
 
 
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:11/10/22
6/30/2210-K,  5,  8-K
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Filing Submission 0001437749-22-026732   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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